The name, registered capital, establishment and responsibilities of the organization of a foreign-funded securities company shall comply with the Company Law, the Securities Law and the relevant provisions of the China Securities Regulatory Commission. Article 5 A foreign-funded securities company may engage in the following businesses:
(1) Underwriting of stocks (including RMB ordinary shares and foreign shares) and bonds (including government bonds and corporate bonds);
(2) Brokers of foreign shares;
(3) Brokerage and self-management of bonds (including government bonds and corporate bonds);
(4) Other businesses approved by the China Securities Regulatory Commission.
The foreign shares mentioned in the preceding paragraph include domestic listed foreign shares (B shares) and overseas listed foreign shares.
A securities company shall file an application for business scope with the China Securities Regulatory Commission in accordance with the provisions of the first paragraph of this article. Engaged in stock underwriting business, should be in accordance with the provisions of the China Securities Regulatory Commission on the qualification management of securities companies, to obtain the qualification of stock underwriting business. Article 6 A foreign-funded securities company shall meet the following conditions:
(1) The registered capital complies with the provisions of the Securities Law on the registered capital of comprehensive securities companies;
(2) Shareholders meet the qualification conditions stipulated in these Rules, and their capital contribution ratio and mode conform to these Rules;
(3) There shall be no less than 50 persons who have obtained the securities qualification according to the provisions of the China Securities Regulatory Commission, and there shall be necessary accounting, legal and computer professionals;
(4) It has a sound internal management, risk control and separate management system for underwriting, brokerage, self-management and other businesses in terms of institutions, personnel, information and business execution, and has a corresponding internal control technical system;
(5) Having a business place and qualified trading facilities that meet the requirements;
(6) Other prudential conditions stipulated by the China Securities Regulatory Commission. Article 7 An overseas shareholder of a foreign-funded securities company shall meet the following conditions:
(1) The country where it is located has a sound securities laws and regulations system, and its securities regulatory agency has signed a memorandum of understanding on securities regulatory cooperation with the China Securities Regulatory Commission, and maintained an effective regulatory cooperation relationship;
(2) It has legal securities business qualifications in its home country, has been engaged in financial business for more than ten years, and has not been severely punished by securities regulatory agencies and judicial organs in the last three years;
(3) Its risk monitoring indicators in the last three years meet the laws of the country where it is located and the requirements of the securities regulatory agency;
(4) Having a sound internal control system;
(5) It has a good reputation and business performance in the international securities market;
(6) Other prudential conditions stipulated by the China Securities Regulatory Commission. Article 8 The domestic shareholders of a foreign-funded securities company shall meet the qualification requirements of a securities company as stipulated by the China Securities Regulatory Commission.
At least one of the domestic shareholders of a foreign-funded securities company should be a domestic securities company. However, the change of a domestic securities company into a foreign-funded securities company is not subject to this restriction. Article 9 Domestic shareholders may make capital contributions in cash or in kind required for business operations; Foreign shareholders shall contribute their capital in freely convertible currencies. Article 10 The proportion of shares held by overseas shareholders or the proportion of shares owned by foreign-funded securities companies shall not exceed one third (including direct shares and indirect shares).
Domestic securities companies among domestic shareholders have at least one shareholding ratio or not less than one-third of the shares in foreign securities companies.
After a domestic securities company is changed into a foreign-funded securities company, at least one domestic shareholder shall hold no less than one third of the shares. Article 11 The chairman, general manager and deputy general manager of a foreign-funded securities company shall meet the qualifications of senior managers of securities companies as stipulated by the China Securities Regulatory Commission. Article 12 To apply for the establishment of a foreign-funded securities company, all shareholders and their designated representatives or entrusted agents shall submit the following documents to the China Securities Regulatory Commission:
(1) An application signed by the legal representatives or authorized representatives of domestic and foreign shareholders;
(2) The draft contract and articles of association for the establishment of a foreign-funded securities company;
(3) An application form for the post qualification of the candidates for the chairman, general manager and deputy general manager of the foreign-funded securities company;
(4) A copy of the business license or registration certificate and securities qualification certificate of the shareholder;
(5) The audited financial statements of domestic and foreign shareholders in the year before the application;
(6) A letter of explanation issued by the securities regulatory agency of the country where the overseas shareholder is located as to whether the overseas shareholder meets the conditions specified in Items (2) and (3) of Article 7 of these Rules;
(7) Legal opinions issued by law firms with securities-related business qualifications in China.